One-Up-Manship
by poppets
Summary: Liz and Michael are having 'fun' in rather unexpected ways and places. [PWP. Smutty goodness.]
1. Chapter 1

Title: One-Up-Manship - Part 1  
Rating: NC-17. PWP. Smut. A little bit of swearing  
Pairing: Mi/L (of course)  
Feedback: I crave it.  
Disclaimer: I own nothing! Nothing!

Summary: Liz and Michael are having 'fun' in rather unexpected ways and places. g

Part 1

"Hey, Michael."

"Hey, Liz." He smiled as she approached him.

"What, no kiss?"

Michael closed the distance between them and placed a soft kiss on her lips. He couldn't say no to her when she pouted like that and she knew it, using it to her advantage whenever possible.

"That's better," Liz smirked up at him. "So, what are you doing tonight?"

"Nothing," he said, cagey. He knew he had to be careful when she got that look on her face. "Why?"

"Well …" she said, batting her eyelashes coquettishly at him, "Isabel, Kyle and I are going dancing tonight. Wanna come?"

"Nuh-uh. No way! You know that's not my sort of thing."

"Please," she pouted.

He wasn't going to fall for it this time: "No."

Liz stepped closer to him, her lips brushing his ear as she stood on tiptoe to whisper, "I'll make it worth your while."

Michael groaned; pouting was one thing, but hearing her sexually proposition him was an entirely different matter. "Alright, I'll go."

"Yay." She bounced happily in front of him, drawing his gaze to her breasts bouncing beneath her shirt.

Grabbing her hand, he pulled her into the nearest empty room, which just happened to be the eraser room.

"Ooooh, Michael. I've always wanted you to drag me in here for a quickie before school."

"Your wish is my command." He replied, bowing gallantly to her, causing her to giggle.

Liz gasped when she suddenly felt him push her against a wall; she hadn't realised he was that close.

Liz instinctively wrapped her legs around his waist, groaning as the hard evidence of his arousal pressed intimately against her. His hand snaked up her body to cup her breast through her shirt, pinching her already erect nipple between his fingers.

"Are you wet for me Liz?"

"Yes." His hot breath on her neck sent shudders through her body.

Michael's hand left her breast, trailing over her stomach and diving between her thighs. The tips of his fingers whispered over the fabric of her panties, and Liz arched closer with a whimper, trying to increase the pressure of his fingers. But Michael held her in place with a hand on her hip, pressing her into the wall.

"Do you want me to touch you?"

Her only response was a deep-throated growl that sent his blood pumping wildly through his body. He tore her panties from her body, and thrust two fingers deep into her. Her mouth opened as if to scream as tremors racked her frame, and she sunk her teeth into his shoulder to muffle any sound.

At the feeling of her teeth biting into his skin, Michael nearly came in his pants. He pulled his fingers from her and quickly undid his pants, freeing his throbbing erection. Liz's small hand grasped his erection, trying to urge him closer, but he brushed her hand away. Grasping her hips in both hands, he buried himself inside of her wet warmth in one hard thrust.

Liz's body arched towards him and her head slammed back into the wall. Michael stopped moving; wanting to make sure she was okay.

"Don't stop!." She demanded, grinding her body into his.

Michael could no longer control himself and he pumped wildly into her body, slamming her against the wall. He felt his body tightening and gave a yell as he emptied himself into her, Liz coming only seconds after him. They slumped to the floor as they tried to regain their breathing. Just then they heard the bell ring.

"Do you think anybody heard us?" Liz asked worriedly.

"We're going to find out sooner or later."

With a groan, Michael withdrew from her body and reached out a hand to help her to her feet. They quickly rearranged their clothes, trying to dispel the just-had-sex look about them. Michael spotted Liz's torn panties on the floor and stooped to pick them up.

"Don't think you'll be using these anymore," he said with a smirk as he dangled them in front of her face. Liz made a grab for them, but he quickly pulled them away and shoved them into his pocket. "I'll hold onto these."

Liz slapped a hand against his chest and give him what she hoped was a convincing glare. But she couldn't hold it for long, not after he had given her such a powerful orgasm. One that she could still feel the aftershocks thrumming through her body, and probably would for most of the day.

"Pick me up tonight at 9:00," she said, standing on her toes to place a kiss against his lips. She pulled away before he could deepen it and sauntered out the door without a backward glance.

*She's going to kill me* he thought as he hurried off to his first class.

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	2. Chapter 2

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Part 2

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Michael was waiting outside the Crashdown at exactly 9:00.

"Wow," he breathed as she walked towards him. "You look fantastic." Her blood red top was form fitting and dipped rather daringly in the front while her black skirt ended mid-thigh, making her legs look even longer than they were. His mind wondered back to earlier that morning and to the memory of those long, silky legs wrapped around his body.

He quickly grabbed her hand and led her to his bike. If he wasn't careful he might take her where she stood. They they'd be late, and he was not willing to face an angry Isabel, even if he did have Liz with him for support.

Within minutes they were at the club. Michael could see Isabel and Kyle approaching them, so he quickly parked the bike and helped Liz off.

"Hey, guys. Glad you could make it."

"Hey, Iz."

"Liz, here's your i.d. You are now officially 21."

"Yay. All hail 'Alien mojo'." Liz declared as she confirmed that her i.d. did indeed say she was 21.

"Come on. Let's go party." Isabel grabbed Liz's hand and pulled her towards the entrance. The bouncer let them in without a second glance and they were suddenly transported into a whole other world.

'The Club' was dark and music thrummed through the room. Bodies ground together on the dance floor, their movements sexy and unleashed.

"Let's dance." Isabel said as she attempted to pull Kyle onto the dance floor.

Both guys backed hurriedly away.

"No thanks, Iz." Kyle carefully extracted his hand from her grip.

"Michael?" Liz questioned.

"I think Kyle and I will go get some drinks and find a table."

"Yep, we'll do that. You girls enjoy yourselves." Kyle and Michael quickly backed away, racing towards the bar.

"You know," Liz said thoughtfully, "there's only one way we're going to get them dancing."

"Oh yeah. How's that?"

"We're going to have to give them a show. Drive them crazy." An evil smile played at the corners of Liz's mouth.

"I like the way you think, girl."

The music changed, and a harsh, seductive beat pumped around 'The Club'. Liz and Isabel quickly stepped onto the dance floor, positioning themselves so they were in full view of Michael and Kyle.

Michael watched, amazed, as Liz and Isabel danced together, grinding seductively against one another. Liz dipped Isabel low to the floor, then pulled her up so they were pressed chest-to-chest. Isabel hooked a leg around one of Liz's, pulling her closer as they continued to dance. Michael didn't know how much more of this he could watch; his arousal was already straining painfully against his pants.

He was jolted into action when he saw two men approaching Liz and Isabel. Jealousy surged through him and before he knew what he was doing, he was marching onto the dance floor and pulling Liz into his arms. He was dimly aware of Kyle doing the same thing with Isabel, but he was too entranced by the minx in his arms to really care.

Liz pressed herself against him, delighting in his arousal nudging against her stomach. "Well, well. Did someone get a little bit excited by seeing two girls dancing together?" She already knew the answer, but she delighted in teasing him.

Michael gripped her tighter. "Mine," he growled into her hair.

Lust rippled through Liz's body. He was more aroused than she had thought. She also detected the jealousy in his voice, and a smile of pure feminine delight lit her face from knowing that she could draw such a response from him.

"I am going to make you pay for that little stunt you pulled." Michael growled into her ear. "I am going to make you writhe, and I am going to make you cum. And it's going to be in front of all these people. Right here, right now."

"Y-you wouldn't dare?!"

"Wouldn't I?" To prove he wasn't joking, his hand slid down to her bare thigh. Grasping it, he suddenly hoisted it up, hooking it around his body and pulling their bodies harshly together.

"Not here," she whimpered half-heartedly. "Please not here."

"Here, Liz. Right here. You deserve to be punished for that stunt, and I'm not letting you off the hook."

Just imaging what he had in mind for her was enough to make Liz wetter than she'd ever been before.

Keeping her leg hooked around his body, Michael slowly started to move. He ground his hips into hers in time to the beat. Each circle of his hips against her caused her desire to increase, and the pressure between her legs to coil tighter.

Her head dropped back and he took the opportunity to suckle at her neck, leaving behind a dark purple bruise marking her as his. Michael's other hand dove beneath the hem of her skirt, and he was shocked to discover her sans panties.

"Looks like someone was planning for a little bit of fun later!"

"Who, me?" she whispered.

Michael's fingers stroked along her outer lips, before parting them and going in search on the small nub. He pinched it roughly between his fingers. A sharp gasp escaped Liz's lips before she could stop it.

"Do you still want me to stop?"

"Yes," Liz said, but there was no conviction behind her words.

"Okay then." Michael began to remove his hand from between her thighs, but Liz quickly grasped it and brought it back between her legs.

"Don't you dare stop."

Michael's fingers moved slowly, teasing her entrance until she was whimpering against him, begging him for more. Her body was bucking, trying to urge his fingers closer.

Finally Michael relented, thrusting three fingers deep into her, stretching her tight muscles to the point of pain.

Michael started a slow, rhythmic thrusting, his thumb tracing circles around her clit, driving Liz crazy. It was not enough, she needed more. She needed hard and fast, but he wasn't going to give it to her until he heard her beg.

"Please, Michael. I n-need more."

"What do you need?" He demanded roughly. The site of her writhing in ecstasy was taking a serious toll on his state of arousal.

"You. Hard. Fast. Make me cum. Please."

Michael's thrusts became faster, harder. His fingers delving deep inside of her. His fingers hooked inside of her, hitting her g-spot. The pain combined with the exquisite pleasure was enough to send Liz over the edge, her scream hidden by a sudden change in the music surrounding them.

Liz's body sagged against Michael's as tremors racked her body. Liz came down slowly from her high.

"Did anybody see us?"

"Nope."

"Good. Then let's go." Grabbing Michael's hand, Liz pulled him through the throng of dancers.

"Hey. Where are we going? Shouldn't we tell Isabel and Kyle?"

"I am going to pay you back, baby." Liz's hand slipped up his thigh to rest briefly on his crotch, giving it a harsh squeeze.

"Fuck." Michael swore under his breath. All thoughts of Isabel and Kyle flew straight from his mind.

Liz giggled as she dragged him toward the door.

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	3. Chapter 3

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PART 3

Once they were outside the club, Michael started towards his motorbike, desperate to get to his apartment so Liz could exact her 'revenge'. He was stopped in his tracks by Liz's hand on his arm, her fingers curling around his bicep and leading him to the alleyway at the side of 'The Club'.

Liz pushed him up against the wall, pressing his arms flat against it.

"Don't move a muscle."

A shudder passed through Michael's body and his fingers dug into the wall. He groaned as he watched Liz sink to her knees in front of him. Her small hands whispered up his legs, reaching for the button of his pants. Flicking it open, Liz grasped the zipper and tugged it carefully over his straining erection, listening as breath hissed out of him.

"If you make a sound, you might draw people from everywhere. So I'd be very quiet if I was you." The grin on her face said that she was going to make it as difficult as possible for him to remain quiet.

Liz hooked her thumbs under the edge of his boxers, tugging them and his pants down his legs and letting them drop to the ground. Her fingers trailed maddeningly slow paths up his legs, urging them apart. Reaching between his legs, she cupped his balls in her hand. Rolling them in her palm and giving them a gentle squeeze.

Michael's hips bucked involuntarily and Liz immediately removed her hands from his over sensitised skin.

"What did I say about moving, baby?"

Michael gripped the wall tighter beneath his hands, his knuckles turning white from the strain.

"That's a good boy."

One of Liz's hands slowly encircled his erection, applying gentle pressure as she stroked him from base to tip. Michael's breathing escalated, but Liz wanted to see him struggling not to cry out.

Leaning forward, Liz heard Michael's sharp intake of breath. Pressing a kiss to the tip of his straining erection, she let her tongue dart out to lap up a creamy drop of pre-cum.

A sharp expletive passed Michael's lips and he struggled not to thrust his fingers into her hair and drive his aching cock between her wet red lips.

He watched, amazed, as Liz's lips parted and she took just the tip of his cock into her mouth; All his dreams had just come true.

Liz slowly took more of him into her mouth. Her hand came up to encircle the base of him as she started to move, bobbing her head in time with her hand. His hips began to move against her, but she pressed him back into the wall, holding him there with a hand on his hip.

Michael's muscles were taut with the strain of not moving and he knew exploding was imminent.

The hand Liz had pressed against his hip moved between his legs to fondle his balls, before moving further down, pressing one finger to the spot just behind them.

Michael's hips jerked wildly as he pumped his seed down her throat, a yell emerging from his throat.

Michael's hands threaded through Liz's hair and brought her up to cradle her against him.

"Wow," he whispered.

Liz heard footsteps approaching and quickly helped Michael rearrange his clothing. Pressing themselves deeper into the shadows of the alleyway, they waited for the unexpected visitors to pass by.

"Did you enjoy that baby?" A grin played at the edges of Liz's mouth.

Michael just scowled at her, causing Liz to burst into laughter.

Leaning forward, Michael growled into her ear, "Just for that, I'm going to take you back to my place and I am going to fuck you so hard, you won't be able to walk for days."

Liz groaned as desire coursed through her body. She had a feeling she knew who was going to win the next round.

The End.


End file.
